Date of report (Date of earliest event reported): March 9, 2021
Toll Brothers, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-09186
23-2416878
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1140 Virginia Drive
Fort Washington
PA
19034
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (215) 938-8000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
TOL
The New York Stock Exchange
Guarantee of Toll Brothers Finance Corp. 5.625% Senior Notes due 2024
TOL/24
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Toll Brothers, Inc. (the “Company”) held its Annual Meeting of Stockholders on March 9, 2021. There were 122,821,063 shares of common stock eligible to vote at the meeting. The final voting results for each proposal submitted to a vote of the Company's stockholders are as follows:
Proposal One – Election of Directors:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Robert I. Toll
100,868,552
733,717
43,674
9,620,195
Douglas C. Yearley, Jr.
99,421,320
2,112,193
112,430
9,620,195
Richard J. Braemer
99,373,539
2,224,634
47,770
9,620,195
Stephen F. East
101,237,421
361,089
47,433
9,620,195
Christine N. Garvey
100,990,977
610,259
44,707
9,620,195
Karen H. Grimes
100,839,755
760,108
46,080
9,620,195
Carl B. Marbach
95,781,004
5,815,909
49,030
9,620,195
John A. McLean
99,021,118
2,576,463
48,362
9,620,195
Wendell E. Pritchett
100,056,075
1,540,896
48,972
9,620,195
Paul E. Shapiro
96,213,658
5,384,172
48,113
9,620,195
Proposal Two – Ratification of the Re-Appointment of Independent Registered Public Accounting Firm:
FOR
AGAINST
ABSTAIN
109,522,688
1,684,296
59,154
Proposal Three – Advisory and Non-Binding Vote on Executive Compensation (Say on Pay):
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
99,504,340
2,022,416
119,187
9,620,195
Item 8.01 Other Events
On March 9, 2021, the Board of Directors appointed Paul E. Shapiro as Lead Independent Director and Chair of its Nominating and Corporate Governance Committee, and appointed Christine N. Garvey as Chair of its Audit and Risk Committee. In addition, the Board of Directors approved changes to certain committee assignments such that the Board’s standing committees are now composed of the following Board members:
Audit and Risk Committee:
Christine N. Garvey, Chair
Richard Braemer
Stephen F. East
Karen H. Grimes
Carl B. Marbach
Paul E. Shapiro
Executive Compensation Committee:
Carl B. Marbach, Chair
Stephen F. East
Christine N. Garvey
John A. McLean
Wendell E. Pritchett
Nominating and Corporate Governance Committee:
Paul E. Shapiro, Chair
Karen H. Grimes
John A. McLean
Wendell Pritchett
Public Debt and Equity Committee:
Richard Braemer, Chair
Cristine N. Garvey
Carl B. Marbach
In addition, on March 9, 2021, the Company announced that its Board of Directors approved an increase in its quarterly cash dividend from $0.11 per share to $0.17 per share. The dividend will be paid on April 23, 2021 to shareholders of record on the close of business on April 9, 2021.
2
Item 9.01 Financial Statements and Exhibits.
(d). Exhibits
Exhibit
No. Item
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TOLL BROTHERS, INC.
Dated:
March 10, 2021
By:
/s/ Michael J. Grubb
Michael J. Grubb Senior Vice President, Chief Accounting Officer
